AUM Biosciences Pte. Ltd. executed the term sheet to acquire Mountain Crest Acquisition Corp. V (NasdaqGM:MCAG) from a group of shareholders in a reverse merger transaction on August 28, 2022. AUM Biosciences Pte. Ltd. entered into a definitive business combination agreement to acquire Mountain Crest Acquisition Corp. V from a group of shareholders for approximately $400 million in a reverse merger transaction on October 19, 2022. As part of the transaction, all outstanding AUM shares will be cancelled in exchange for approximately 40 million Holdco ordinary shares valued at $10 per Holdco share, subject to closing adjustments. The transaction reflects a pre-money equity value of $400 million for AUM. Upon closing of the transaction, the combined company will operate under a holding entity to be formed as a Cayman Islands exempted company (“Holdco”) and intends to trade on the Nasdaq Stock Market under the ticker symbol AUMB. Holdco upon incorporation will form a private company limited by shares incorporated in Singapore as a direct wholly owned subsidiary of Holdco (“Amalgamation Sub”) and a Delaware corporation as a direct wholly owned subsidiary of Holdco (“Merger Sub” and, together with Holdco and Amalgamation Sub, each, individually, an “Acquisition Entity” and, collectively, the “Acquisition Entities”). Amalgamation Sub will amalgamate with and into the Company, with the Company continuing as the surviving corporation of the amalgamation and a direct wholly-owned subsidiary of Holdco (the “Amalgamation”), and following confirmation of the effective filing of the Amalgamation but on the same day, Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving entity and a direct wholly-owned subsidiary of Holdco (the “SPAC Merger,” and together with the Amalgamation, the “Business Combination”). Upon closing of the transaction, Vishal Doshi, AUM's Chief Executive Officer, will continue to lead Holdco as Chief Executive Officer. Mountain Crest shall pay a termination fee of $1.75 million to AUM.

The transaction will require the approval of the stockholders of both Mountain Crest and AUM, the effectiveness of the F-4 Registration Statement, Holdco's initial listing application with Nasdaq shall have been conditionally approved, SPAC having a minimum of $5,000,001 of net tangible assets, Lock-Up Agreement duly executed by the shareholders representing at least 93% of outstanding Company Shares, SPAC shall have delivered executed counterparts to the Ancillary Agreements to AUM and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. The Boards of Directors of each of Mountain Crest and AUM have approved the transaction. As of March 30, 2023, AUM and MCAG has removed the Closing condition that SPAC shall have net tangible assets of at least $5,000,001. The transaction is expected to close in the first quarter of 2023. As a part of execution of the Business Combination Agreement, the period for the Company to complete a business combination under its certificate of incorporation is extended for a period of three months from November 16, 2022, to February 16, 2023. Additionally, the Company may elect to extend the time to complete the business combination for another three-month period to May 16, 2023, by depositing certain funds into its trust account as set forth in its certificate of incorporation and its investment management trust agreement with Continental Stock Transfer & Trust Company. As of February 10, 2023, the Company, Holdco, Amalgamation Sub, and Merger Sub entered into an amendment to Business Combination Agreement (the “Amendment”) to extend the Outside Date in the Business Combination Agreement from February 15, 2023 to May 15, 2023. On March 30, 2023, SPAC, the Company, Holdco, Amalgamation Sub, and Merger Sub entered into an Amendment #2 to Business Combination Agreement to (1) consent to the termination of that certain stock escrow agreement, dated as of November 21, 2021, and Continental Stock Transfer & Trust Company, as escrow agent, (2) remove the Closing condition that SPAC shall have net tangible assets of at least $5,000,001 on its pro forma consolidated balance sheet after giving effect to the Closing, (3) eliminate SPAC's right to designate a director of the Holdco Board and (4) update the Company Interests issued and paid-up as of the Amalgamation Effective Time from 8,779,752 Company Ordinary Shares to 9,841,118 Company Ordinary Shares. On April 19, 2023, SPAC, the Company, Holdco, Amalgamation Sub, and Merger Sub entered into an Amendment No. 3 to Business Combination Agreement (the “Amendment No. 3”) to ( 1) amend the definition of “Fully-Diluted Company Shares” and (2) update the Company Interests issued and paid-up as of the Amalgamation Effective Time from 9,841,118 Company Ordinary Shares to 9,125,538 Company Ordinary Shares. No other changes were made to the Business Combination Agreement. The transaction is expected to provide approximately $69 million of cash held in Mountain Crest's trust account, assuming no redemptions.

Global Fund LLC is acting as financial advisor to AUM. Andrew P. Gilbert of DLA Piper LLP (US) is serving as legal counsel to AUM. Mitchell Nussbaum of Loeb & Loeb LLP is serving as legal counsel to Mountain Crest. Mark Zimkind of Continental Stock Transfer & Trust Company has acted as transfer agent and Advantage Proxy acted as information agent to Mountain Crest. EF Hutton, division of Benchmark Investments, LLC acted as financial advisor to Mountain Crest Acquisition. EF Hutton is eligible to be paid 100,000 shares of Mountain Crest Common Stock as part of the advisory fee.